Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement. ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)). ☐ Definitive Proxy Statement. ☐ Definitive Additional Materials. ☐ Soliciting Material Pursuant to §240.14a-12. pSivida Corp. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents 480 Pleasant Street Watertown, MA 02472 United States October 26, 2015 Dear Fellow Stockholders, It is our pleasure to invite you to this year’s Annual Meeting, which will be held on December 3, 2015 at 10:00 a.m. (US EST), at the Renaissance Boston Waterfront Hotel, 606 Congress Street, Boston, Massachusetts 02210. The proxy statement accompanying this letter describes the business that we will consider at the meeting and provides voting instructions. Your vote is important. We hope that you are able to attend this year’s Annual Meeting. Yours sincerely, Dr. David J. Mazzo Dr. Paul Ashton Chairman President and Chief Executive Officer Table of Contents NOTICE OF ANNUAL MEETING OF STOCKHOLDERS December 3, 2015 Date: Thursday, December 3, 2015 (Boston, Massachusetts) Time: 10:00 a.m. (US EST) Place: Renaissance Boston Waterfront Hotel, 606 Congress Street, Boston, Massachusetts 02210 Purpose of the Meeting The purpose of the meeting is to consider and act upon the following: • election of six directors • approval of stock option grant to the chief executive officer • approval of stock option grants to the non-executive directors • advisory vote on executive compensation (the “say-on-pay” vote) • ratification of appointment of the independent registered public accounting firm • any other business properly brought before the meeting Who May Vote at the Meeting Stockholders of record at the close of business on October 14, 2015 (US EDT) are entitled to notice of, and to vote at, the 2015 Annual Meeting of Stockholders and any adjournments. A list of stockholders as of the record date will be available for stockholder inspection at the Annual Meeting of Stockholders and at our executive offices during normal business hours from November 18, 2015 to the date of the 2015 Annual Meeting. Holders of record of CHESS Depositary Interests at the close of business on October 14, 2015 (US EDT) also are entitled to notice of the 2015 Annual Meeting of Stockholders and any adjournments. Such holders may instruct CHESS Depositary Nominees Pty Limited, the record holder of the common stock underlying the CHESS Depositary Interests, to vote on their behalf in accordance with the voting procedures set forth in the proxy statement. By Order of the Board of Directors Lori Freedman Secretary October 26, 2015 Watertown, Massachusetts Table of Contents TABLE OF CONTENTS PROXY STATEMENT 1 VOTING INSTRUCTIONS 1 PROPOSAL 1: ELECTION OF DIRECTORS 3 BOARD OF DIRECTORS 6 CORPORATE GOVERNANCE 9 EXECUTIVE COMPENSATION 12 PROPOSAL 2: APPROVAL OF OPTION GRANT TO CEO 29 PROPOSAL 3: APPROVAL OF OPTION GRANTS TO THE NON-EXECUTIVE DIRECTORS 30 PROPOSAL 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE “SAY-ON-PAY” VOTE) 31 PROPOSAL 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 32 INFORMATION ABOUT STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS 33 ADDITIONAL INFORMATION 33 DIRECTIONS TO ANNUAL MEETING 34 Table of Contents PROXY STATEMENT The Board of Directors of pSivida Corp. is soliciting your proxy for the 2015 Annual Meeting of Stockholders, or Annual Meeting. The record date for the Annual Meeting is October 14, 2015 (US EDT). Each stockholder of record at the close of business on the record date is entitled to notice of, and to vote at, the Annual Meeting and any adjournments. Each of the 29,417,365 shares of common stock outstanding on the record date is entitled to one vote. The presence in person or by proxy of one third of the shares of common stock outstanding is required for a quorum for the meeting. Each holder of record of CHESS Depositary Interests (CDIs) at the close of business on the record date also is entitled to notice of the Annual Meeting and any adjournments, and may instruct CHESS Depositary Nominees Pty Limited (CDN), the record holder of the common stock underlying our CDIs, to vote on its behalf by following the instructions set forth below. Each CDI represents one share of our common stock. This proxy statement and the accompanying proxy card were first mailed to stockholders on or about the date of the notice of meeting. Throughout this proxy statement, references to “$” are to U.S. dollars and references to “we”, “pSivida” and the “Company” refer to pSivida Corp. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on December 3, 2015: This proxy statement and the Annual Report for our fiscal year ended June 30, 2015 are available on the following websites: www.edocumentview.com/PSDV for street holders and www.envisionreports.com/PSDV for registered holders. VOTING INSTRUCTIONS Voting Process for Stockholders Stockholders may vote their shares by proxy in any of the following three ways: • By Internet: You may vote by Internet 24 hours a day through 1:00 a.m., December 3, 2015 (US EST) by following the instructions that are included on your enclosed proxy card. If you vote by Internet, you do not need to return your proxy card. • By Telephone: You may vote by telephone 24 hours a day through 1:00 a.m., December 3, 2015 (US EST) by following the instructions that are included on your enclosed proxy card. If you vote by telephone, you do not need to return your proxy card. • By Mail: You may vote by signing and returning the enclosed proxy card as indicated. You may revoke your proxy at any time before it is voted by properly executing and delivering a later-dated proxy card, by later voting by Internet or telephone, by delivering a written revocation to the Company Secretary or by attending the Annual Meeting, requesting a return of your proxy and voting in person. Although we encourage stockholders to vote by Internet, telephone or mail, whether or not they attend the Annual Meeting, stockholders also may vote by attending, and voting in person at, the Annual Meeting. Voting Process for CDI Holders CDI holders may vote the shares underlying their CDIs only by their written instructions to CDN. CDI holders should complete, sign and return the CDI Voting Instruction Form. Computershare will collect and process voting instructions from CDI holders. Computershare must receive the CDI Voting Instruction Form, completed and returned in accordance with the instructions provided on the form, by no later than 1:00 p.m. December 1, 2015 (AWST). 1 Table of Contents A CDI holder may revoke a CDI Voting Instruction Form by delivering to Computershare, no later than 1:00 p.m. December 1, 2015 (AWST), a new CDI Voting Instruction Form or a written notice of revocation, in either case bearing a later date than the CDI Voting Instruction Form previously sent. CDI holders may attend the Annual Meeting, but cannot vote in person at the Annual Meeting. 2 Table of Contents PROPOSAL 1: ELECTION OF DIRECTORS The individuals listed below have been nominated and are standing for election at the Annual Meeting. Each nominee, if elected, will hold office until our 2016 Annual Meeting and his successor is duly elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. Each nominee is a current director elected by our stockholders. We do not anticipate that any nominee will become unavailable to serve. The Board recommends that you vote FOR the election of each of the nominees as directors. David J. Mazzo, 58 Director since 2005, Chairman of the Board, Chairman of the Compensation Committee and member of the Science Committee David J. Mazzo has been the Chief Executive Officer and a director of Caladrius Biosciences, Inc., a NASDAQ-listed company, since January 2015. Caladrius is a cell and immunotherapy development company with an operating subsidiary providing cell process development, optimization, automation and manufacturing to the cell therapy industry. Prior to joining Caladrius, Dr. Mazzo served from August 2008 to October 2014 as Chief Executive Officer and as a member of the board of directors of Regado Biosciences, Inc., a NASDAQ-listed biopharmaceutical company focused on the development of novel antithrombotic drug systems for acute and sub-acute cardiovascular indications.